Crippen v. Outback Steakhouse International, L.P.
321 Ga. App. 167
Ga. Ct. App.2013Background
- Crippen, a long-time OSI executive, received no formal written contract until 2010 but worked abroad 2002–2009 under a salaried arrangement.
- In 2008–2009 Crippen acquired minority interests in three Asian restaurants and consulted with or invested in seven suppliers to OSI; he did not disclose these outside interests.
- OSI promoted Crippen in 2009 to Senior VP of Operations; Crippen executed the January 1, 2010 Officer Employment Agreement and relocated to Atlanta.
- Crippen was terminated on November 16, 2010 after OSI learned of his outside interests and consulting with those entities.
- OSI sought to recover from Crippen the outside earnings and salary paid during 2008–2010, and to offset those amounts against any buy-out of his OSI Limited Partnerships.
- The trial court granted summary judgment to OSI on some claims, leading to this appeal by Crippen.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Crippen violated the Employment Agreement as a matter of law | Crippen argues no violation | OSI argues Crippen breached the Agreement | Crippen violated the Employment Agreement |
| Whether Crippen breached a fiduciary duty to OSI | OSI bears the burden; Crippen contends no duty breach | Crippen breached loyalty by outside interests | Summary judgment on fiduciary duty reversed; remanded for trial |
| Whether OSI proved fraud/conspiracy and damages | Crippen argues lack of damages; fraud elements not proven | OSI asserts damages via 'secret profits' and related compensation | Summary judgment on fraud/conspiracy reversed; damages to be proven at trial |
| Value determination for Crippen's OSI Limited Partnerships interests | Crippen disputes the $259,071.39 valuation | OSI asserts value via CFO-supported calculation | Trial required to determine value; lower court’s buy-back valuation erroneous |
Key Cases Cited
- Rubin v. Cello Corp., 235 Ga. App. 250 (Ga. App. 1998) (standard for evidence and summary judgment considerations in civil actions)
- Resolute Ins. Co. v. Norbo Trading Corp., 118 Ga. App. 737 (Ga. App. 1968) (probative value of hearsay and summary judgment standards)
- Howard v. Sellers & Warren, P.C., 309 Ga. App. 302 (Ga. App. 2011) (conspiracy requires underlying tort; proof of civil conspiracy depends on tort)